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Judge Denies Hedge Funds’ Bid for Higher Price in Ancestry.com
Deal
By
Liz Hoffman
Jan. 30, 2015
2:03 p.m. ET
Hedge funds lost their bid for a higher price in the
2012 buyout of family-tree website Ancestry.com, showing the limits to
what’s become an increasingly popular investing strategy.
A Delaware judge on Friday awarded Merion Capital LP
and funds advised by Ancora Advisors LLC $32 a share for their
Ancestry.com stakes, the same price other shareholders got when
private-equity firm Permira bought the company for $1.6 billion.
The funds had filed so-called appraisal claims, using
an increasingly popular legal tool to get more money from corporate
buyouts. Historically, most such cases have succeeded in getting at
least a small bump from a judge.
Merion, which owned about 3% of Ancestry.com, and
Ancora, which owned less than 1%, had argued the company was worth at
least $42.81 a share, and possibly as much as $47. The company’s
experts countered the fair value was only $30.63 a share.
Finding both arguments “problematic” and noting that
Qatalyst Partners had run a “robust” sales process, the judge said the
$32-a-share deal price was “the best indicator of Ancestry’s fair
value,” according to a court filing.
“This was a swing and a miss,” said Minor Myers, a
professor at Brooklyn Law School who has studied appraisals. “Not
every appraisal case is a winner, and this opinion makes clear that
picking the good cases is hard.”
The funds will receive 5.75% interest on their stakes,
accruing from when they filed the suits.
A lawyer for the funds didn’t immediately respond to a
request for comment.
Hedge funds are increasingly using appraisal claims as
an investing strategy. A record 33 appraisal claims challenging
public-company takeovers were filed in 2014 in Delaware, the legal
home to most U.S.-listed firms, according to a Wall Street Journal
review of court documents. They have challenged the buyout prices in
deals for companies including Dell Inc., BMC Software Corp. and Dole
Food Co. Most of the recent cases are still pending.
And the strategy is attracting new and larger players.
Merion, among the most active appraisal investors, has nearly $1
billion under management. Magnetar Financial LLC, Fortress Investment
Group LLC and Gabelli Funds have all filed appraisal cases in recent
months.
The next big test for the strategy is coming next
month, when a trial is set to begin over Dole’s 2013 buyout. Funds
including Merion and Fortress are challenging the $13.50-a-share price
paid by the company’s founder.
Write to
Liz Hoffman at
liz.hoffman@wsj.com
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